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Announcement of Establishment of a Subsidiary

Announcement of Establishment of a Subsidiary

SHIFT Inc. (“SHIFT,” headquartered in Minato-ku, Tokyo, Japan; Masaru Tange, CEO and Representative Director) announced today that its wholly-owned subsidiary, HOPES Corporation (“HOPES,” headquartered in Chuo-ku, Tokyo, Japan; Kentaro Uehara, CEO and Representative Director) established ADX Consulting Inc. (“ADX,” headquartered in Chuo-ku, Tokyo, Japan; Kazufumi Arie, CEO and Representative Director) as a joint venture with Claudio Inc. (“Claudio,” headquartered in Chuo-ku, Tokyo, Japan; Masaaki Ishikawa, CEO and Representative Director).

1.Reason for the acquisition

As SHIFT has been expanding its software quality assurance business since 2009, it has served clients in a wide variety of industries, such as financial, retail, logistics, and entertainment. Moreover, toward achieving its growth strategy, “SHIFT 1000,” which aims at ¥100 billion of net sales, SHIFT has been strategically acquiring businesses to expand and enrich its service portfolio.

SHIFT has also shifted its corporate branding from “SHIFT as a software testing company” to “SHIFT as a sellable services producer,” to realize ¥100 billion of net sales. As this new catchphrase indicates, SHIFT will commit to bringing success to the businesses of its customers. Under such circumstances, the inevitable trend of DX (*1) surrounding the IT market has required each company to realize business reforms utilizing technology and to acquire competitiveness in the current industrial structure.

HOPES has supported the construction of numerous large-scale mission-critical systems for companies in a wide range of industries. In particular, client companies’ needs for the introduction of ERP systems have increased over the past few years. Therefore, we believe that these needs will further increase due to the increasingly sophisticated and complex systems (*2).

Claudio is a professional group for introducing cloud ERPs, mainly from major consulting firms and ERP package vendors. Combining the latest digital technologies, Claudio provides services including one-stop support, planning, introduction, construction and operation of cloud ERP systems.

HOPES and Claudio will realize truly useful and user-essential systems in cloud ERP systems, based on methodologies focused on “HOA (Human Oriented Approach: tentative name),” in which they focus on user behavior and experiences to cut off existing inflated operations. As a result, they concluded to establish ADX with a mission to evolve into an integrated information platform that can grow sustainably in response to business changes, and to contribute to achieving digital transformation.

Launching ADX, HOPES will leverage the business foundations of SHIFT Group to expand its service areas and to promote businesses. At the same time, HOPES will work on establishing business coordination from the viewpoint of quality assurance, for both the upstream consulting services provided by ADX and a series of ERP related services, from its introduction and operation to its maintenance, in order to improve service quality and customer satisfaction.

※ 1. Digital Transformation (DX) refers to trends aimed at transforming businesses and day-to-day operations using the latest digital technologies.
※ 2. According to ITR Market View, the domestic ERP market is expected to continue grow strongly in FY2018, +9.1% from the previous fiscal year, and in FY2019, +13.4% from the previous fiscal year, supported by the flow of DX.

Reference: https://www.itr.co.jp/report/marketview/M20000900.html

2.Overview of HOPES

(1)    Name HOPES Corporation
(2)    Address Shinkawa Sanko Building 7F, 1-3-17, Shinkawa Chuo-ku, Tokyo
(3)    Name and title of representative Kentaro Uehara, Representative Director
(4)    Business –          Improve production and distribution functions
–          Analyze and improve ERP systems
–          Design, develop and operate information systems
(5)    Capital stock ¥50 million
(6)    Founded March 8th, 1991
(7)    Major shareholders and their shareholding ratio(s) SHIFT 100%
(8)    Relationship between SHIFT and HOPES Capital relationship HOPES is a wholly-owned subsidiary of SHIFT.
Personnel relationship Two directors and one auditor, from SHIFT, are appointed.
Business relationship No material relationship

3.Overview of ADX

(1)    Name ADX Consulting Inc.
(2)    Address Tokyo Square Garden 14F, 3-1-1, Kyobashi Chuo-ku, Tokyo
(3)    Name and title of representative Kazufumi Arie, Representative Director
(4)    Business –          Consulting business centered on cloud ERP introduction
(5)    Capital stock ¥10 million
(6)    Founded December 4th, 2020
(7)    Major shareholders and their shareholding ratio(s) HOPES 51%, Claudio 44%, directors and employees 5%
(8)    Relationship between SHIFT and ADX Capital relationship HOPES, a wholly-owned subsidiary of SHIFT, owns 51% of stocks.
Personnel relationship One executive vice president and one director from HOPES, a wholly-owned subsidiary of SHIFT, are appointed.
Business relationship No material relationship

4.Overview of Claudio

(1)    Name Claudio Inc.
(2)    Address Tokyo Square Garden 14F, 3-1-1, Kyobashi Chuo-ku, Tokyo
(3)    Name and title of representative Masaaki Ishikawa, Representative Director
(4)    Business –          Consulting business on digital transformation
–          Development services on digital solutions
(5)    Capital stock ¥40 million
(6)    Founded June 17th, 2019
(7)    Major shareholders and their shareholding ratio(s) Directors 90%, employees 10%
(8)    Relationship between SHIFT and Claudio Capital relationship No material capital relationship between SHIFT and Claudio, neither between SHIFT related party/company and Claudio related party/company.
Personnel relationship No material personnel relationship between SHIFT and Claudio, neither between SHIFT related party/company and Claudio related party/company.
Business relationship No material business relationship between SHIFT and Claudio, neither between related SHIFT party/company and Claudio related party/company.

5.Future outlook

SHIFT will disclose an impact on its future financial outlook regarding the aforementioned acquisitions as soon as possible.

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Contact
Tomohiro Oka
Section Manager, Management Administration Division
ir_info@SHIFTinc.jp

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